Press Release and Early Warning Report
(firmenpresse) - MELBOURNE, AUSTRALIA -- (Marketwired) -- 04/28/16 --
On April 27, 2016, the Offeror, as trustee for Devonia Investment Trust, the Charolais Superannuation Fund, the Charolais Super Fund No. 2, and the Charolais Super Fund No. 3, acquired secured convertible notes in the aggregate amount of AUD$2,000,000 bearing interest at a rate of 8% per annum, with all interest payable 18 months from the advance of funds (the "Notes"). The Notes are convertible into Chess Depositary Interests ("CDIs") at a conversion price of AUD$0.05 per CDI to be issued by CHESS Depositary Nominees Pty Limited. Each CDI represents an interest in a corresponding common share (the "Shares") in the capital of Simavita Limited ("Simavita") at an issue price of $0.05 Australian Dollars per CDI. As a result, pursuant to the purchase of the Notes, the Offeror obtained the right to acquire ownership of 40,000,000 CDIs if the Notes are converted.
The Offeror now controls Shares and CDIs in the capital of Simavita representing approximately 35.90% of the outstanding Shares and CDIs of Simavita and 53.90% on a partially diluted basis assuming the conversion of the Notes by the Offeror into CDIs but not giving effect to the conversion of Notes by any other holder or the exercise of any other rights or obligation to acquire Shares or CDIs. The Offeror owns and controls 1,256,145 Shares on its own behalf and as trustee as follows: 73,437,175 Shares and CDIs and Notes as trustee for Devonia Investment Trust (14,024,295 Shares and 9,412,880 CDIs and 40,000,000 CDIs issuable upon conversion of the Notes); 1,799,049 Shares as trustee for Devonia Trust No. 2; 1,753,677 Shares and CDIs as trustee for the Charolais Super Fund No. 2 (687,010 Shares and 1,066,667 CDIs); 897,561 Shares and CDIs as trustee for the Charolais Super Fund No. 3 (97,561 Shares and 800,000 CDIs); and 8,245,010 Shares as trustee for The Charolais Superannuation Fund (6,445,010 Shares and 1,800,000 CDIs).
The Offeror may be considered a joint actor with Damien Haakman and Justin Haakman, both of whom are directors and shareholders of the Offeror. Damien Haakman owns and controls 5,000 Shares on his own behalf and holds 380,757 Shares as trustee for The DMH Trust. Justin Haakman owns and controls 5,000 CDIs on his own behalf and holds 380,757 CDIs as trustee for The JAH Trust. Damien Haakman and Justin Haakman acquired the beforementioned Shares at a deemed price of $0.41 Australian Dollars per Share pursuant to the acquisition by Simavita (formerly named Gtech International Resources Limited) of all of the issued and outstanding shares of Simavita Holdings Limited pursuant to a scheme of arrangement under Australian law involving the shareholders of Simavita Holdings Limited that occurred in December 2013.
In aggregate, the Offeror, Damien Haakman and Justin Haakman hold 38,160,131 Shares and CDIs representing 36.64% of the outstanding Shares and CDIs of Simavita. In aggregate, assuming the conversion of the Notes by the Offeror into CDIs, the Offeror, Damien Haakman and Justin Haakman hold 78,460,131 Shares and CDIs representing 54.43% of the outstanding Shares and CDIs of Simavita on a partially diluted basis assuming the conversion of the Notes by the Offeror into CDIs but not giving effect to the conversion of Notes by any other holder or the exercise of any other rights or obligation to acquire Shares or CDIs.
The Offeror now holds 37,388,617 Shares and CDIs in the capital of Simavita representing approximately 35.90% of the outstanding Shares and CDIs of Simavita. Damien Haakman now holds 385,757 Shares in the capital of Simavita representing approximately 0.4% of the outstanding Shares and CDIs of Simavita. Justin Haakman now holds 385,757 Shares in the capital of Simavita representing approximately 0.4% of the outstanding Shares and CDIs of Simavita. In aggregate, the Offeror, Damien Haakman and Justin Haakman hold 38,160,131 Shares and CDIs in the capital of Simavita representing approximately 36.64% of the outstanding Shares and CDIs of Simavita.
The Offeror now holds 1,333,333 Placement Options which are exercisable into one CDI/Share at a price of $0.15 Australian Dollar. The Offeror holds the Placement Options as trustee as follows: 666,667 Placement Options as trustee for Devonia Investment Trust; 360,000 Placement Options as trustee for the Charolais Superannuation Fund; 173,333 Placement Options as trustee for the Charolais Super Fund No. 2; and 133,333 Placement Options as trustee for the Charolais Super Fund No. 3.
The Offeror now holds 40,000,000 CDIs issuable upon conversion of the Notes at a price of $0.05 Australian Dollar. The Offeror holds the Notes as trustee for Devonia Investment Trust.
(a) The Offeror, either alone or together with any joint actors, has ownership and control:
As described in paragraph #3 above.
(b) The Offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor:
No applicable.
(c) The Offeror, either alone or together with any joint actors, has exclusive or shares control but does not have ownership:
The Offeror holds Shares and CDIs as trustee as follows: 23,437,175 Shares and CDIs as trustee for Devonia Investment Trust (14,024,295 Shares and 9,412,880 CDIs); 1,799,049 Shares as trustee for Devonia Trust No. 2; 1,753,677 Shares and CDIs as trustee for the Charolais Super Fund No. 2 (687,010 Shares and 1,066,667 CDIs); 897,561 Shares and CDIs as trustee for the Charolais Super Fund No. 3 (97,561 Shares and 800,000 CDIs); and 8,245,010 Shares as trustee for The Charolais Superannuation Fund (6,445,010 Shares and 1,800,000 CDIs). Damien Haakman holds 380,757 Shares as trustee for The DMH Trust. Justin Haakman holds 380,757 CDIs as trustee for The JAH Trust. In aggregate, the Offeror, Damien Haakman and Justin Haakman hold 38,160,131 Shares and CDIs in the capital of Simavita representing approximately 36.64% of the outstanding Shares and CDIs of Simavita.
Further, the Offeror holds Placement Options as trustee as follows: 666,667 Placement Options as trustee for Devonia Investment Trust; 360,000 Placement Options as trustee for the Charolais Superannuation Fund; 173,333 Placement Options as trustee for the Charolais Super Fund No. 2; and 133,333 Placement Options as trustee for the Charolais Super Fund No. 3.
Further, the Offeror holds 40,000,000 CDIs issuable upon conversion of the Notes at a price of $0.05 Australian Dollar as trustee for Devonia Investment Trust.
Not applicable.
The Offeror acquired the Notes disclosed herein for total aggregate price of $2,000,000 Australian Dollars, which is approximately equal to $1,919,053 Canadian dollars at a conversion rate of 0.96 on April 27, 2016.
The Offeror acquired the Notes for investment purposes. The Offeror may acquire additional ownership or control over Notes in the future.
Not applicable.
The Offeror may be considered a joint actor with Damien Haakman and Justin Haakman.
The Notes are convertible into CDIs at a purchase price of $0.05 Australian Dollars per CDI.
Not applicable.
Simavita understands that the Offeror relied on the exemption under British Columbia Instrument 72-503 (distribution of securities outside British Columbia) in acquiring the aforementioned Notes and is exempt under National Instrument 45-106 - Prospectus and Registration Exemptions, based on a representation made by the Offeror as to its accredited investor status.
Contacts:
Dussman Pty Ltd.
Damien Haakman, Director
Tel: +613 9555 3077
Themen in dieser Pressemitteilung:
Unternehmensinformation / Kurzprofil:
Datum: 28.04.2016 - 19:49 Uhr
Sprache: Deutsch
News-ID 467347
Anzahl Zeichen: 0
contact information:
Town:
MELBOURNE, AUSTRALIA
Kategorie:
Investment Services & Trading
Diese Pressemitteilung wurde bisher 227 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Press Release and Early Warning Report"
steht unter der journalistisch-redaktionellen Verantwortung von
Dussman Pty Ltd. (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
